Bank of New York Mellon issues 1.25M depositary shares

If Series O dividends are not declared and paid or set aside for the last preceding dividend period, restrictions apply to certain common and junior-share actions.

Rhea-AI Filing Summary

The Bank of New York Mellon Corporation’s public offering covered 1,250,000 depositary shares, each representing a 1/100th interest in a share of Series O Noncumulative Perpetual Preferred Stock. The preferred stock has a $100,000 liquidation preference and $0.01 par value per share, and the depositary shares were issued on October 28, 2026.

The Corporation’s Certificate of Designations became effective upon filing on October 27, 2026. If the Corporation does not declare and pay, or set aside, Series O dividends for the last preceding dividend period, restrictions apply to its ability to declare or pay dividends on, or purchase, redeem or otherwise acquire, common stock or other shares ranking junior to Series O.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Depositary shares in public offering: 1,250,000 depositary shares Interest represented by each depositary share: 1/100th of a share Liquidation preference: $100,000 per share +1 more

4 metrics

Depositary shares in public offering 1,250,000 depositary shares Series O public offering

Interest represented by each depositary share 1/100th of a share Series O Preferred Stock

Liquidation preference $100,000 per share Series O Preferred Stock

Par value $0.01 per share Series O Preferred Stock

Key Terms

liquidation preference, depositary shares, Noncumulative Perpetual Preferred Stock, Certificate of Designations

4 terms

liquidation preference financial

"liquidation preference $100,000 per share"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

depositary shares financial

"1,250,000 depositary shares"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

Noncumulative Perpetual Preferred Stock financial

"Series O Noncumulative Perpetual Preferred Stock"

A noncumulative perpetual preferred stock is a type of equity that pays regular dividends indefinitely but has no maturity date, and if the issuer skips a dividend payment those missed payments are not owed later. It sits above common shares in priority for income and liquidation, so it can offer steady income like a bond while still carrying equity risk. Investors should note the permanent nature and the risk that skipped dividends are permanently lost, making yield and issuer stability key considerations.

Certificate of Designations regulatory

"filed a Certificate of Designations"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many BNY Series O depositary shares were offered?

The Bank of New York Mellon Corporation’s public offering covered 1,250,000 depositary shares, each representing a 1/100th interest in one share of its Series O Noncumulative Perpetual Preferred Stock.

What restrictions apply if BNY does not pay Series O dividends?

If the Corporation does not declare and pay, or set aside, dividends on Series O Preferred Stock for the last preceding dividend period, restrictions apply to its ability to declare or pay dividends on, or purchase, redeem or otherwise acquire, common stock or shares ranking junior to Series O.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/28/2026 - 05:01 PM EDT Accepted by SEC EDGAR 10/28/2026 - 05:00 PM EDT Learn about SEC filing dates

Bank of New York Mellon Corp 6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV (fully and unconditionally guaranteed by The Bank of New York false 0001390777 --12-31 0001390777 2026-10-27 2026-10-27 0001390777 us-gaap:CommonStockMember 2026-10-27 2026-10-27 0001390777 us-gaap:PreferredStockMember 2026-10-27 2026-10-27 0001390777 us-gaap:NoncumulativePreferredStockMember 2026-10-27 2026-10-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2026

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-35651		13-2614959
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

240 Greenwich Street New York, New York		10286
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 495-1784

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		BNY		New York Stock Exchange
6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities of Mellon Capital IV (fully and unconditionally guaranteed by The Bank of New York Mellon Corporation)		BNY/P		New York Stock Exchange
Depositary Shares, each representing a 1/4,000th interest in a share of Series K Noncumulative Perpetual Preferred Stock		BNY PRK		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03. Material Modification to Rights of Security Holders.

Upon issuance of the Series O Noncumulative Perpetual Preferred Stock, liquidation preference $100,000 per share, par value $0.01 per share (the “Series O Preferred Stock”) by The Bank of New York Mellon Corporation (the “Registrant”) on October 28, 2026, the ability of the Registrant to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Registrant that rank junior to the Series O Preferred Stock will be subject to certain restrictions in the event that the Registrant does not declare and pay (or set aside) dividends on the Series O Preferred Stock for the last preceding dividend period. The terms of the Series O Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 27, 2026, the Registrant filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series O Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On October 19, 2026, the Registrant entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BNY Mellon Capital Markets, LLC, as underwriters (the “Underwriters”), relating to the public offering (the “Offering”) of 1,250,000 depositary shares (the “Depositary Shares”), each representing a 1/100th interest in a share of the Series O Preferred Stock. The Underwriting Agreement contains various representations, warranties and agreements by the Registrant, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1 as an exhibit to the Registrant’s registration statement on Form S-3 (File No. 333-282710) (the “Registration Statement”), and such exhibit is hereby incorporated by reference into the Registration Statement.

A copy of the opinion of Sullivan & Cromwell LLP, counsel for the Registrant, relating to the legality of the issuance and sale of the Depositary Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K. Exhibits 5.1 and 23.1 (included in Exhibit 5.1) of this Current Report on Form 8-K are hereby incorporated by reference into the Registration Statement.

The Depositary Shares were issued pursuant to a Deposit Agreement, dated as of October 28, 2026 (the “Deposit Agreement”), by and among the Registrant, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of the depositary receipts described therein, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference. The form of certificate representing the Series O Preferred Stock and the form of depositary receipt representing the Depositary Shares are filed and included as Exhibit A and Exhibit B, respectively, to the Deposit Agreement and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
1.1		Underwriting Agreement, dated October 19, 2026, by and among the Registrant and Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BNY Mellon Capital Markets, LLC
3.1		Certificate of Designations of the Registrant with respect to the Series O Preferred Stock, dated October 27, 2026, filed with the Secretary of State of the State of Delaware and effective October 27, 2026
4.1		Certificate of Designations of the Registrant with respect to the Series O Preferred Stock, dated October 27, 2026, filed with the Secretary of State of the State of Delaware and effective October 27, 2026 (filed as Exhibit 3.1)
4.2		Deposit Agreement, dated as of October 28, 2026, by and among the Registrant, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of the depositary receipts described therein
4.3		Form of certificate representing the Series O Preferred Stock (included as Exhibit A to Exhibit 4.2)
4.4		Form of depositary receipt representing the Depositary Shares (included as Exhibit B to Exhibit 4.2)
5.1		Opinion of Sullivan & Cromwell LLP
23.1		Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data file – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						The Bank of New York Mellon Corporation (Registrant)
Date: October 28, 2026				By:		/s/ Jean Weng
						Name: Jean Weng
						Title:  Secretary

Filing Exhibits & Attachments

8 documents

Other Documents

• EX-1.1 EX-1.1 118.0 KB
• EX-3.1 EX-3.1 63.1 KB
• EX-4.2 EX-4.2 230.1 KB
• EX-5.1 EX-5.1 7.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.7 KB